Marvel Heroes: Ouroboros Clan
by Dash master 48
Summary: One year after the Alien Attack, the survivors gather to honour those they lost. But it all goes horribly wrong with the arrival of a brand new evil who has his sights set on defeating the heroes with their own friends. The heroes may not survive this one, unless they can find a way to save their friends from Ouroboros' clutches... Set in mid-90's Marvel continuity.
1. Arrival

**A/N: What's going on, guys? Sorry I keep failing to update things, I think I might update when I have motivation to do so because that always works, right?**

 **So, this. I wrote all this stuff up in March/April and after getting the author of the story it's a sequel to's blessing, I've decided to post it for everyone to see. Like I said, when motivated more is on the way.**

 **Speaking of it's prequel, for those of you too scared or the faint hearted to check out a story involving Alien, what you need to know is that the Aliens invaded the Marvel Universe and now many heroes are dead. You'll find out who as you go along, and it might be confusing, but if you have queries about it just ask me.**

 **This is the longest thing I've posted on here, and please don't forget to R &R! Now that's out of the way, we can begin...**

 **Disclaimer: None of the characters except for Ouroboros (and civvies) belong to me. The story this is based on, Marvel vs Aliens, is courtesy of Benji The Vampire Confuser. If anything seems off, it's because this is a mix of official Marvel continuity and my continuity. A Marvel Crazyverse, if you will. Feel free to Google anyone you don't know.**

 **Chapter 1: Act I: Arrival**

" _ **There's a dark side to everything." - Prince**_

* * *

Deep within the night sky, the darkest star in the universe shone over the planet Earth. It had stayed dormant for thousands, if not millions of years. But now, something was about to happen.

The star stopped twinkling. It started to shrink, growing smaller and smaller as its dark shine went with it, until it was the size of a pin prick.

It stayed this way for a minute, before expanding and exploding. The sound was very quiet, almost inaudible.

Out of the star, a single black streak emerged from it, racing towards Earth.

'Today is the day.' It whispered as it thundered down.

* * *

Captain America stepped up to the podium, and took a deep breath.

"Good afternoon, heroes."

All of the survivors from the Alien attack were present, minus Generation X who were too heartbroken to show up. Cap looked around the plaza.

"One year ago, there was an invasion unlike any we had faced before. It was a stressful time for us all."

The crowd murmured in agreement as Cap continued to speak.

"But, the most heartbreaking part of it all, was that we lost many of our comrades and friends." He looked down. "I know you are all as distraught as me about many people you lost. Personally..."

Cap looked down at his hand, letting a tear fall. Tony Stark was his best friend, closest comrade, and yet, here he was talking about loss. For he lost him.

"...you know who I'm talking about, right?"

"Iron Man!" Spider-Man, Cloak, Dagger and Gambit shouted back.

"Yes, yes..." Cap could hardly move on. The thought of so many crushed friendships and dreams made him frozen in grief. Tony would have taken it from here, if he was here.

"Oh, let me finish." Beast got up from his seat and went to the podium, standing next to Cap.

"We have all been incredible fighters and heroes, but our strength in numbers is what made us effective. But now, that we are standing here, the only heroes left-"

"Aside from Generation X!" Iceman shouted, getting looks from the rest of the heroes.

"...and Generation X, we are less stronger. If a strong force like the Aliens were to attack Earth, unless new heroes were to rise, our group wouldn't hold up, even with Gen X helping us. It would be a curbstomp unlike any other." Beast said grimly. The heroes in the plaza looked at each other and the sky in worry. This was true!

"I don't want to die!" Shrieked Namorita.

"That would be one-sided!" Complained Venom.

"Gee, that would be the worst case of Parker Luck ever." Spider-Man wisecracked.

"Tony would want us to plan before we fight. Maybe if we had a good plan, we would succeed." Cap stated.

"Nah, it's all about fighting." Sabertooth snickered. Wolverine turned to him and smiled, giving him a pat on the back.

"I would just like to-" Cap was about to continue, when a piercing noise not unlike that of a high pitched beep took over the air. Many of the gathered heroes were covering their ears in pain.

Cap and Beast looked on at the commotion, and everything flashed white.

When the flash cleared, everyone was unconscious. A single black clad figure stood above Cap, before vanishing as fast as he appeared.

As Beast came to, he saw all the other heroes awakening from the sudden knockout. Climbing back onto their seats and examining the area in confusion.

"What just happened?" Questioned Iceman. Nobody had an answer.

Suddenly, Dr. Strange, who was looking at the left wall, gasped as his face went pale.

"No...no..." He muttered, looking at the wall in horror.

"Strange?" Cap asked, glancing at the Sorcerer Supreme.

Strange stood, his face completely serious.

"We are all going to die." He spoke.

"How and why?" Asked Meltdown. Strange didn't answer her.

"Gather at my Sanctum Sanctorum at sunset and I will reveal all. For now, behold the image of the horror you are all about to face." Strange disappeared through a portal.

"What does he mean by tha-" Iceman looked to the left and stood. Everyone else followed his lead, with Cap and Beast stepping down from the stage to see what Strange was so shocked at.

On the left wall of the plaza, a giant symbol of a serpent eating its own tail was emblazoned in black.


	2. Know Your Enemy

**Chapter 2: Act I: Know Your Enemy**

Deep underground, below the intricate workings of New York City, a massive cave oozed with darkness as it was mostly dark with occasional flashes of shining energy.

The stalagmites hung in a fashion almost like a maze, creating a series of small tunnels that led to the back of the cave. It was here that a single white lamp hung above a throne made of obsidian, serpents carved into the armrests and the back of the throne.

Sitting upon this throne was the figure who appeared at the memorial service. He wore a black set of spandex like armour, with a T-shirt like top and a cloth headband with his symbol on it in white. His hair was as black as night, and his eyes were black on the left and white on the right, twinkling with a sinister intent.

He laid back and sighed.

"It's amazing what several thousand years can do to a god of darkness." He said, in a voice that was deep, but had a certain peppiness to it. "Earth does seem to be weaker than last time, that's perfect."

He got up from his throne and went into a thinking pose.

"But who will I select to be my first minions?" The man pondered, summoning a small mirror that fell into his hand.

"Oh Mirror of Necromancy, give me the minions who will help me rule." He chanted, as images of various people flashed by his eyes. Pressing down on the mirror, one came up on the screen.

"I'll need another, just in case." More pictures flashed by, and tapping the mirror again caused a second one to pop up.

The boy smirked as he read the bios of the selected two.

"Perfect. These two will make fantastic first minions, especially if their living comrades will try and stop me. Hunters of Ouroboros, your master awaits."

He laughed evilly.

* * *

"Steve, the gang's all here." Beast walked up behind Cap, who smiled at him.

"Excellent." He said, as the two walked into the main room of Dr. Strange's Sanctum Sanctorum. All the heroes from the memorial were there, along with Generation X, who were huddling in the corner watching everything, and Reed and Franklin Richards. Reed had missed the memorial due to commitments to his scientific work, and thus Cap was sure to contact him afterwards to tell him to get to Strange's hideout. Franklin was laughing as Human Torch and Spider-Man told him jokes, while Bruce Banner stood in a corner next to Gen X, frowning and looking around at everyone else. Sabretooth and Wolverine held bottles of beer, and drank them as they laughed about Hero life.

"Quite an assortment." Strange muttered as he walked in, carrying a large black book.

"Yeah, though there are so few." Beast agreed, as he and Cap sat down and Strange clapped to attract everyone's attention.

"Good evening. Earlier today, most of you witnessed the arrival of a new evil, one who will try to kill us all due to our dwindling numbers. Don't despair, however, for I will tell you all about him." Strange introduced.

"Um, Strange?" Jubilee, a Gen X member, asked. "Did you just say this evil will kill us all?"

Strange nodded. "I did. However, like I said, I am about to tell all of you just what you're going to face."

He put the book down on the table, opened it and flipped through the pages. Once he had found the one he wanted, he waved his hand over it as it glowed purple, the lights in the room dimming and a swirl of purple magic forming in the middle of the table, rising up so everyone could see.

"Wow." Gambit said, watching the swirl fold out into a sort of screen inside an orb.

"Listen closely to the tale I'm about to tell you." Strange said, as the picture inside the swirl started to focus, soon forming into a drawing of space.

"Millions of years ago, as the universe started to take shape, a star was born. But this star was unlike the others." The picture changed to a close up of a single star, which was black with tiny streaks of white. "It was dark. Darker than any star in the universe that existed then, or since."

The picture changed to that of a black void with a white shape, looking like a cocoon. Inside the shape was a black figure. Strange continued to narrate.

"When a star nearby exploded, the death of the star caused a very strange reaction to happen. The dark star swallowed the dust and churned it around, creating a single chamber with a single figure."

This picture soon changed to show the figure in more detail, with a menacing stance and a serpent wrapped around him.

"This figure, would become known across the stars that surrounded it. It would frequently travel from star to star, adsorbing dead stars and growing more powerful by the minute. It was known, as Ouroboros." The name of this god appeared below the drawing in black letters.

Wolverine shivered. "Sounds scary, mate."

"Indeed." Strange nodded, before continuing his story.

"Years passed. Planets, including Earth, would soon face unimaginable darkness, as Ouroboros travelled to them and brought back the dead originating from those planets, forcing them to fight for him via a process known as 'Ouroisation'. Once Ouroised, these dead beings would live again and serve their master. Over time, these armies would waste away, and their remains once they had served him would serve as fuel, just like the star that gave Ouroboros his powers in the first place. Death was his fuel." The pictures showed Ouroboros enslaving all kinds of lifeforms and fighting others with those brainwashed slaves, adsorbing the energy of those he had Ouroised once they died again.

This new information began to worry some of the heroes.

"If this Ouroboros could bring back those people, then he could...he could..." Cap could hardly continue. He knew what this implied.

Nonetheless, Strange continued on.

"Eventually, Ouroboros returned to his chamber, to rest. One day, he would return to lay terror to the world." The picture returned to Ouroboros in his chamber within the star.

"Until today. He finally broke free, and with the power he holds, we will not last long." Strange concluded, as the lights came back on and the swirl faded away as he shut the book.

The heroes immediately started talking, to each other and Strange.

"As if the Aliens weren't enough..." Namor sighed, looking at his sister, who smiled at him to try and cheer him up.

"This is the end, then?" Monet asked Jubilee and the other remaining Gen X members.

"Best to call it the end." Jubilee said, a tear slipping from her eye.

"There has to be something we can do..." Cloak muttered, as Strange looked over at him.

"I'm sure there is, but I'll need to look elsewhere for that information I'm afraid." The Sorcerer Supreme replied.

Cap overlooked the commotion with a solemn face. This truly felt like the end of the world.

But he needed to be strong.

"That is all for today. Return to your homes, or your bases. Prepare. Ouroboros should strike soon, and we must be ready to fight for as long as we can." Strange said, as everyone started to leave.

Soon, only Cap and Strange were left.

"Can I ask you something?" Cap said to Strange.

"Hmmm?"

"If Ouroboros were to revive one of our fallen allies, would we be able to save them?" Cap asked, wondering if there was a way to reverse this Ouroisation thing.

"Like I said to Cloak, this book doesn't include that information. I will have to find it elsewhere. If I can't find it, I'm afraid there is no way." Strange responded.

"Just wondering, because I would love to have Tony back." Cap told his friend.

"I'm sure you would. But even if you never get him back, you know he'd want you to fight on for him. Keep being the best you can be." Strange spoke.

Cap nodded, and silently walked out of the room.

* * *

The next morning, Peter Parker swung his way to the special graveyard that had been set up to bury the bodies of almost everyone who died in the Alien War. He wanted to pay his respects while at the same time worrying about Ouroboros and what he would do first.

Arriving at the gates, he walked inside after taking off his Spider-Man mask and putting his normal clothes on top of his suit in case anyone was watching.

Walking into the graveyard, he sulked his way through the rows of graves. It sucked that people had to die. But it also sucked that a god was going to destroy everyone because there were less heroes now.

Peter sighed. "Man, the Parker Luck just keeps cursing me..."

Looking at the graves made him tear up. So many dead Mutants, dead Avengers, dead stand-alones... it was saddening.

Unbeknownst to Parker, in the distance, at the border of the forest in front of the hill at the back of the gravesite, a figure was loading his gun with ammo.

As Peter walked up the steps onto the hill, he looked out over the view of the outskirts of New York.

As he was taking in the view, a blank bullet suddenly hit him in the chest, not killing him but rather making him fall to the ground in slight pain.

"W-what?" He asked, as he could hear footsteps.

"Well well well, the bug decided to come pay his dead pals a visit. And by doing so, he walked right into the trap of an old friend."

Peter looked up, and what he saw made his heart sink like a stone and his face register a mixture of surprise, horror and fear.

"No...you...you..."

"Missed me?" Smirked Frank Castle as he aimed his gun at Peter's chest.


	3. Thrill of The Hunt

**Chapter 3: Act I: Thrill of The Hunt**

Peter Parker couldn't believe his eyes. Right in front of him, Frank Castle was alive. The violent 'hero' looked as smug as always, holding a gun at his chest.

"How did you-" Peter started before he was interrupted.

"My master gave me new life. I believe you know his name already." Frank stated. After a quick think, Peter knew that Ouroboros was finally here.

"I know about your silly little dark god!" Peter snapped at Frank as the gun was held to pin him down.

The Punisher snickered. "Tame insults won't work on me, you know that. Hey, Forge, should I load the lead into this annoyance?"

Peter heard footsteps, and saw another man approach. After a second of searching his brain, he realised it was Forge from the X-Men.

"Nah, let 'im suffer for a few more seconds first. Once he's dead, when we find the other heroes they'll be history!" The newcomer proclaimed as he walked over to stand next to Frank.

As Peter looked at them, he couldn't help but notice something near Forge's neck. As he squinted, he could make out that symbol from the plaza was the mark, obviously smaller than that one.

But he was soon shaken from his concentration by Punisher asking him a question.

"Any last words, Webhead?" He asked, his finger ready to pull the trigger.

Acting impulsively, Peter sent his fist into Frank's face. As he grabbed his face in pain, Spider-Man ran into the woods, taking off his normal clothes and slipping on his mask on the way.

"Which way did the bug go?" Punisher growled once he had recovered from the fist.

"That way!" Forge shouted, pointing into the woods as he grabbed his own gun and ran off after Spidey, Punisher not far behind.

The woods were dense and shady, with sunlight shining through any gap in the trees it could shine through, roots covering the soily floor and leaves creating a fancy pattern out of the sunlight.

Spidey ran as fast as he could. He hoped he had gotten away from those two maniacs, when suddenly he heard gunshots rocket past him.

"Come back here!" Forge screamed, firing his gun at the red dot racing over roots and fallen branches. Punisher, on the other hand, seemed to not be doing anything, when in reality he was planning his next move. He just needed something from Forge to do it.

"Remember my quirk? Do you have that key?" Punisher asked suddenly. Forge opened his hand to reveal the key, and Frank took it. He gestured Forge to run ahead, and inserted the key into his palm...

'I hope I can get back to Cap and the others, these two are hunting me down like a pair of demented Kravens!' Spidey thought as he decided to climb up into a tree and jump from branch to branch, using his webbing to cross large gaps when needed.

Forge fired his gun into the air, trying to nail Peter, but it was no use. He was just too fast.

All of a sudden, Peter lept onto a large oak tree only for the tree he had just jumped from to be felled in a fiery blast. Once the tree had fallen, Punisher stood there, but this time he had a pair of shoulder cannons.

"How do you like my new equipment?" Frank asked. "My master thought I could be more destructive so gave me these."

"They look cool, but aren't cool when you're shooting at me with them!" Spidey shouted. There were no trees he could jump to successfully, and thus Punisher and Forge had him surrounded.

"Come down or we will have no choice but to blow you to bits!" Forge cried. Spidey gulped as he looked down and saw the two smirking at him. Thinking fast, he shot nets made of webbing down at them. While Frank fired at the net that was shot at him and destroyed it, Forge was covered. This allowed Spidey to jump down and make a getaway.

Punisher fired a few more shots from his cannons at Spidey as he made his escape. Once Peter was out of sight, he sighed and pulled the net off of Forge.

"Master won't be happy." Frank said, shaking his head.

"Like it or not, we will have to return to him." Forge responded, as he opened a dark portal and the two stepped into it.

* * *

Spidey stopped to catch his breath once he had returned to the gravesite. Punisher and Forge had really taken a lot of energy out of him after the frantic chase.

What he needed to do now was find the other heroes and tell them about this. Conveniently, he heard footsteps and saw a certain blind lawyer friend of his kneeling by Elektra's grave, a bouquet of roses in his hand.

"Matt!" Peter shouted as he ran over.

Matt Murdock looked up from his assassin friend's grave and turned in the direction of Peter frantically approaching him. "What's the matter, Parker?"

"You won't believe this, but I saw the Punisher and Forge! They attacked me as well!" Peter explained. "Even worse, Punisher had these cannons on his shoulders that he used to fire at me!"

"Calm down. Don't spit words out at 60 Miles an hour." Matt said with a slight chuckle. "You're saying, Punisher and Forge attacked you?"

"Yep." Peter confirmed. "We have to tell Cap and the others."

"Cap's visiting Reed, Johnny and Franklin. I'll catch up with you, I need to put these roses down, make a quick stop back at the offices then I'll be there." Matt explained. Peter nodded as he swung away to find the Fantastic Two and tell them and Cap about his traumatic experience.

But as he did, he looked back to see a strange sight as he left the graveyard.

Punisher and Forge's graves were gone.

* * *

"Master!" Forge greeted as he and Punisher arrived back in Ouroboros' cave. The god looked up from his mirror where he had been watching the chase.

"I know, you both failed to stop Spider-Man." He stated. "Don't worry, I will still keep you around as I feel like you could be useful."

"Thank you." Punisher retracted his shoulder cannons. "Now what?"

"I think it's time for a new servant, a female this time. We need someone who can intercept others and distract them. A diversion, if you will." Ouroboros told his Hunters.

"I have an idea." Forge said. "Why don't we torture Webhead some more by bringing back an old frenemy of his? Even better, let's get her to take down one of his closest allies."

He whispered the name of this female to Ouroboros. He quickly brought her up on the mirror.

"Excellent. She will do just fine." Ouro chuckled deeply, as Forge and Punisher laughed.


	4. Hell in Hell's Kitchen

**Chapter 4: Act I: Hell in Hell's Kitchen**

As the dark rainclouds rolled over New York, preparing to unleash their payloads on the city, a single figure stalked through the streets.

She leapt from roof to roof, with agility that could be rivalled by that of Spider-Man's. She scurried through alleyways and hopped over debris that got in her way.

Soon enough, she had arrived in the district known as Hell's Kitchen, known for its crime and the law firm of Nelson & Murdock. The latter was where she was headed.

Matt grabbed a couple of books from his desk, packed them into his bag and was about to leave when the figure strutted in. She wore a tight black bodysuit with silvery hair, a mask and a cat tail and ears.

"Hello." She spoke, getting Matt's attention.

"Um... what brings you here?" He asked in confusion, knowing that the offices had been shut for a while now to get his affairs in order.

"Just wondering if there's a Matt Murdock in this place." The woman replied, stretching.

"I'm that Matt Murdock." Matt told the woman, who nodded at him.

"By those glasses, I'm assuming you're blind, yes?" She asked.

"Yes, I'm blind. Doesn't mean I can't interact with you though." Matt chuckled slightly.

"In any case, something tells me you're a bit wary around women. Especially women in spandex." The woman circled around Matt in a creepy fashion.

"Um, y-yeah." Matt said nervously.

' _I think she knows I'm Daredevil...but how?_ ' He thought. This woman sounded familiar, he just couldn't put his finger on it.

"Oops, forgot to introduce myself. Felicia Hardy." The woman said.

"Wait a minute! Black Cat?" Matt asked.

Felicia mockingly gasped. "How did you know that?"

"We fought alongside each other in the Alien War." Matt replied. "You died, though. My sidekick Elektra too."

"Too bad you'll be dried up soon, what with crime becoming less recently?" Felicia questioned, getting closer to Matt and taking his hand. "I guess you're wondering why I'm alive."

"I think I know why. That god that Dr. Strange said would kill everybody." Matt said.

"You would be correct." Felicia confirmed.

"And that is why you're going to die." She suddenly growled, attempting to tackle Matt to the floor. The man without fear escaped her grasp and ran outside after grabbing his bag, which he had put his costume in.

"Where did he go!?" Felicia demanded as she crept outside into the rain, her fingers becoming cat claws.

"Look up." Daredevil dropped down onto Black Cat, the startled girl desperately clawing at him. He jumped away from her and carefully manoeuvred towards the end of the street.

"Where are you going!? Come back here!" Black Cat screamed, running after the red clad figure.

Daredevil climbed up a fire escape and got onto the roof of a building. Hearing Black Cat hurry after him, he dashed towards the opposite end, hoping to wear her out.

"You can't hide forever. Ouroboros will soon kill you and everyone you ever loved." Black Cat warned, chasing down Daredevil.

"He won't kill us because we will plan and we will fight and you can't stop us from planning and fighting!" Daredevil shouted back, escaping into an alleyway outside of Hell's Kitchen.

Black Cat jumped on top of him, and the two started duking it out, Daredevil bringing out his nunchucks and Black Cat sharpening her claws. They dove at each other, tackling and wrestling when they could.

"Ouroboros can plan too. Don't underestimate him or you'll regret it." Black Cat rolled Daredevil to the side.

"It's as Tony Stark used to say, strength comes in numbers. Don't underestimate us. We have a Hulk." Daredevil rolled them back.

"We have a god who can bring back any ally of yours to turn them against you!" Black Cat said as she rolled them back to the other side.

"We will figure out how to get them back on our side!" Daredevil yelled as he rolled them into the middle of the alley.

"Good luck with that. My job here is done." Black Cat said, before swinging her claw down onto Daredevil's side, tearing the costume and leaving a scratchmark. She got up and ran away.

Daredevil pushed himself upright, staggering a little as he looked down at his scratch.

' _Now that's over with, I should get to Spidey, the Fantastic Two and Cap._ ' He thought, heading out of the alley towards Four Freedoms.

* * *

"I've scratched him, Master." Felicia cooed as she entered the cave. Ouroboros smirked.

"Excellent. Everything is going to plan."

* * *

At Four Freedoms, Spidey and Cap sat conversing with Reed and Johnny. Peter had brought over some of his old toys for Franklin, who played with them on the floor.

Suddenly, Daredevil staggered into the lobby, clearly exhausted and hurt.

"Matt!" Peter ran up to him. "What happened to you?"

"I was attacked by Black Cat. She kept going on about how Ouroboros would kill us and how we aren't to underestimate him." He explained, spasming.

"That looks nasty." Reed stood next to him and saw the scratch. "I'll go find some Band Aids, I'm sure I've got some..."

As Mister Fantastic wandered out of the lobby for a minute, Peter and Cap looked at Matt.

"Did you say Black Cat?" Peter asked. Matt nodded, and his face went pale.

"Oh man, it's worse than I imagined." His face fell into his hands.

For him, this couldn't get any worse.

But it could. Things were going to get much, much worse.


	5. Nightmare

**Chapter 5: Act I: Nightmare**

Steve Rogers squirmed as he attempted to get some sleep. Reed had convinced him a nap would be a good idea and here he was, squashed up on a couch and feeling like he was about to come down with a nasty flu.

As he attempted to sleep, he suddenly found himself dreaming.

 _Steve stood, shield in hand and ready to fight, in the middle of a field that seemed to be mixed with a desert. Nothing could be seen for miles around except piles of sand and patches of grass._

 _As he gazed around the area, he saw what appeared to be a tombstone sticking out of one of the sand piles. He walked over to it to take a closer look, and what he saw was rather intriguing._

 _In the centre was a carving of Ouroboros' symbol, and surrounding it were several other strange symbols. A crosshair, a domino mask with a gemstone, an open book with a castle coming out of the pages, a balled fist with what looked like a shard of glass stuck in it, a heart with a line right through the middle, a radioactivity symbol, what seemed to be a square with the X-Men symbol cut in half inside it, some strange looking scribbles, and at the top of the pile of symbols on the tombstone was a set of letters that Steve couldn't make out._

" _Hello, Captain." A voice spoke. Steve turned around and saw a familiar suit of armour._

" _Iron Man, is that you?" He asked, hardly believing his eyes._

 _Just then, the armour seemed to melt off of Tony, and in its place was a man who didn't resemble Tony in the slightest. He had one white eye and one black eye, wearing a skintight T-Shirt and jeans that looked like they were made out of black spandex. His hair was black, and a bandana with his symbol was on his head._

" _Who are you?" Steve enquired._

" _You should know my name already." The man spoke menacingly._

" _Don't tell me you're him. Don't tell me you're Ouroboros." Steve gripped his shield tight._

" _I am Ouroboros!" Laughed the man. "Have you seen my map yet?"_

" _That tombstone thing?" Cap asked. Ouroboros nodded and lead him over to it._

" _This is my map of subgroups. You're not getting any information about it, for I can't be letting the cat out of the bag that early." He explained. Cap scowled and walked away._

" _You'll never win." He muttered, before Ouroboros suddenly appeared behind him and grabbed his neck tight._

" _With your friends by my side? I can very well win." He said before strangling Cap._

Steve awoke in a cold sweat. He just had the weirdest nightmare, and he needed to let Reed and the others know about it.

As he sat, struggling to recall the details, Johnny entered the room.

"Hey Cap! Did you have a nice rest?" He asked.

Steve shook his head. "I had a nightmare. Ouroboros was in it and he showed me this strange tombstone that he said was his map of subgroups. He didn't tell me much more about it and then strangled me."

Johnny made a concerned face at Steve. "Guess this is getting a bit too much for you. We'll figure something out."

* * *

"Hey, Felicia, how are you holding up?" Forge asked Black Cat as they walked through a rocky corridor.

"I'm fine. Scratched Daredevil like Master told me to, now we just wait for the payoff." She replied.

"Me and Punisher set up a cabin in the woods to serve as our base. Have you found one for the Thieves of Ouroboros yet?" Forge asked.

"Not yet." Black Cat replied as she stopped near the start of the maze of stalagmites leading to Ouroboros' throne. "But there's something that's been irking me."

"What's that?" Forge asked. Black Cat sighed.

"Spider-Man." She responded. "Do I face him now, or later? I've leaned towards the former because if we are to take the heroes down as fast as possible then unnerving them would make them easy targets."

"I see." Forge mused. "That Spider really gets around."

Black Cat laid back against the stone. "What do you think?"

"If you want to get him while Ouroboros is fairly unknown, go now." Forge responded, just as Ouroboros came down the corridor and the two bowed to their master.

"Forge, show me where these Mutants you said would make great slaves are buried." He told the Hunter. "As for you, what are you going to do?"

"I'm going to get Spider-Man." Black Cat said as she opened a portal. "Hopefully he won't see through my plans."

"You better make sure he doesn't." Ouro stated as Felicia disappeared and he turned to Forge.

"Follow me..." He said as the two went down the corridor.


	6. Web of Trouble

**Chapter 6: Act I: Web of Trouble**

At the home of New York's top newspaper, the Daily Bugle, Peter arrived and went to see the publisher, J. Jonah Jameson.

"PARKER!" He bellowed. "I know you asked for a small leave of absence, but why did you take it?"

Peter thought for a second. "So I could get over the losses of life that occurred last year. It's so terrifying to think all we have left is a small group of heroes."

Jonah nodded. "Get to work. I want you to go to this jewellery store and take some pictures for an article about the robbery that just happened there." He handed over a small piece of paper.

"Right away, sir." Peter took the paper and headed out for the store.

At this location, hidden behind the building which had been evacuated and had police tape set up in front of it, Black Cat stuffed what she had managed to steal into her bag.

' _I've got enough to help power the generator I found in my new base that requires precious treasure to run._ ' She thought, peeking around the corner. ' _And here he is._ '

Standing in front of the jewellery store, Peter held up his camera.

 **Click! Click!**

After a few snaps had been taken, he suddenly felt a familiar sense.

' _My Spider Senses are tingling!_ ' He thought. ' _There must be a villain nearby!_ '

Knowing he had to get his pictures back to the Bugle first, he asked another employee who was nearby taking notes for the text of the article if they could deliver the pictures, saying he had things to do. The employee agreed and took the photos. Peter then rushed into an alley to get changed, then follow his Spider-Sense to the location of the interloper.

Black Cat was about to leave when she heard noise from above her. Looking up, she saw just who she wanted to come and stop her.

"Greetings, Spider. Remember me?" She asked. Spidey realised that Daredevil wasn't lying about seeing Black Cat alive.

"I certainly remember you, but you helped me instead of stealing away loads of jewels and gold like what you're doing." He replied before jumping down. "Give those back and it'll all be cool..."

Black Cat scoffed. "You know me all too well to know that I won't be giving them to you. Maybe if you can steal them off me..." She smiled and entered the back door of the store. Spider-Man didn't hesitate to follow.

' _This should stop the Spider long enough for me to get out the front..._ ' She thought, turning on a laser system that guarded the back of the store before proceeding.

Spidey stopped in his tracks as he was faced with a series of laser beams.

' _This might be tough!_ ' He thought, rolling under the first laser, before jumping over the next one.

"Woah!" He breathed as he almost hit another laser. These things weren't placed in the most convenient of places.

Spidey swerved to avoid the next laser which was placed at a very weird diagonal angle. Thankfully, the last few lasers were easy enough to get past and with one last roll he ran to the door and webbed it open.

Black Cat was running as fast as she could to get to the entrance of the store with her prizes in tow, but was suddenly webbed to the floor.

"Got you! Now give those back!" Spidey shouted. Black Cat growled and clawed her way out of the web.

"Did you really think that some silly string could stop me?" She asked, diving at Spidey. He rolled out of the way and swung at Black Cat, attempting to punch her. He felt bad about doing it, but judging by the fact he saw the same symbol from Forge's neck was also on her neck, it was the best move he could make.

The two continued to attempt attacks on each other, the lobby of the store as their battleground. Outside, a small group of spectators had gathered, watching the battle between friends turned enemies. Among this crowd were Reed and Steve, who were on their way back to Four Freedoms from the drugstore to get Steve some headache tablets to help cure the slight headache he got after his nightmare.

"If this is what Ouroboros is capable of, turning friend against friend, I can see why Strange was worried we'd all die.' Reed whispered.

"I just hope we can get an idea of what his greater plan is.' Steve whispered back.

"You...won't...win!" Black Cat said between punches, Spidey dodging each one.

"Think again!" He said, noticing Black Cat was headed for a side exit. He climbed up the wall and perched himself right above the side door. When his opponent headed towards it, he webbed some of her goods out of her bag. He couldn't get all of them because they'd fall off the web.

Black Cat looked into her bag as she left and noticed it was half empty. She shook her head as she opened the dark portal back to Ouroboros' cave.

Spidey jumped down and gave the jewels he could save back to the owner of the store. The crowd cheered as Reed and Steve smiled at each other.

* * *

Black Cat arrived back in the cave. She saw Ouroboros and Forge there, but they both looked disappointed.

"What happened over there?" She asked.

"We only meant to bring her students back, we didn't mean to bring her back as well." Ouroboros replied. "I think I accidentally gave her more power than I was hoping for."

"Who is this her?" Black Cat asked.

"If you're familiar with the X-Men, you should know her name. Word on the streets is that she's kinda frosty." Forge chuckled slightly. "What's weird is that her resurrection ended up making the Storybook Ruler symbol glow."

Nearby, the same tombstone from Cap's dream stood to the left of Ouroboros' throne. The crosshair and mask/gem were lit up with red and purple glows, and the castle/storybook was now lit with a white glow.

"At least that means we've got three groups out of eight active." Black Cat said. "We should focus on building up our Hunter and Thief forces a little, then get the rest active so you can get that."

"Indeed." Ouroboros chuckled darkly.

* * *

At Four Freedoms, Johnny gushed to Peter over how well he heard he did against Black Cat.

"If it was me against Sue, then I wouldn't succeed like you did. She's just too special to me, being my sister and all. But you stood up to her and did what was right." He told the webslinger. Peter smiled.

"All in a day's work." He replied, as Reed walked over to the two.

"I've contacted Dr. Strange to tell him of all the recent events. He is coming over to talk about it with us." He informed. Both nodded, just as there was a new arrival.

"Reed, Johnny, Parker." Beast spoke.

"What's the matter Henry?" Johnny asked.

"Charles called. He said something happened to the school and he's sending Jubilee, Monet and Penance here to tell us how to get there while Gateway protects Artie and Leech." Beast explained. "In case none of you knew, he moved out of Four Freedoms ages ago to think about what to do next."

"Like what?" Peter asked. "What happened to the school?"

He was soon answered by the rest of the surviving Mutants and the three Gen X girls entering the lobby. Wolverine stepped up to respond.

"It turned into a castle."


	7. Ever After

**Chapter 7: Act I: Ever After**

"It turned into a castle?" Reed asked the crowd of Mutants.

"Unmistakably." Iceman said. "It happened about an hour ago. As you might expect, we don't have a clue how it happened."

"Ouroboros might be behind it." Cap spoke as he and Strange walked into the room. "I saw a symbol with a castle on it in my nightmare. It looked like it was coming out of a book."

"What does that even mean..." Sabertooth muttered.

"Wait... if Ouroboros is behind this, then..." Jubilee came to a realisation. "Oh, he better not have touched our teammates!"

"What!?" Asked Johnny in panic.

"If you don't remember, they're buried at the school." Monet added. "If it's true you've seen other slaves of his, I don't think they'd be far behind."

"We should go to the castle." Nightcrawler spoke up. "It's the best way to find information about it."

"I'll go, and with me I'll take Wolverine, Iceman, Gambit, Monet, Penance and Jubilee. Everyone else should stay here in case Ouroboros does something." Beast stated. Everyone nodded.

"Good luck out there." Reed said as Beast's team left the room. As they did, Cap turned to Strange.

"So, what do you think of everything that went down recently?" He asked.

"It seems the prophesied destruction is coming true." Strange responded. "Remember when I said we would all die?"

"Yeah, carry on." Peter said.

"It's because of a prophecy in the book you saw the other day. I have a copy of it here." He pulled out a piece of parchment. "Listen carefully." He said before beginning to read.

"When the black serpent gets freed, it will initiate.

But it takes precision, trickery, nobility, strength, love, poison, adaptation and other for the dark hunger to sate.

For when all are in the world and active, the power will rise

And the world shall end." Strange finished.

"That still doesn't make sense." Dagger responded.

"Wait, what if the qualities listed off there were represented by symbols on that tombstone I dreamed about?" Cap said. "I can draw them for you if you want."

"Go ahead." Reed handed Cap a piece of paper and he drew the symbols. He then held the paper up for everyone to see.

"Now I see what you meant about the castle." Nightcrawler said.

"We've just got to figure out which goes with which." Cap stated.

"Me and Strange can help." Reed said. "Everyone else is free to go."

As the group started splitting up, either heading back to where they came from or just hanging out in Four Freedoms, Cap thought about Beast and the others.

' _I hope they're safe..._ ' He thought with a worried look on his face.

* * *

"Are you sure that your friends are buried here?" Beast asked the Gen X girls as the group of Mutants ascended the hill that they found blocking the normal way to the school.

"I buried them." Monet replied. "I've heard about what Ouroboros can do, with Black Cat and Punisher and Forge all running around, I'm scared to know what he's done to our teammates if he has done anything with them."

"I'm sure we'll find a way to defeat that evil snake man!" Iceman said optimistically.

"Has anyone noticed we Mutants haven't been contacted by Xavier lately?" Jubilee said.

"He's just goin' through some tough times." Wolverine said. "At least, I think he is..."

"I'm sure he's okay. He just hasn't talked to us in a while." Beast said. "Apart from that brief message he sent me earlier regarding this place."

Gambit had already reached the top, and stood there in shock and awe.

"Guys... you might want to hurry up down there..." He muttered. The other Mutants soon caught up, and they saw what Remy was so stunned at.

"Well, now we know Charlie didn't lie." Iceman said, as before the group was a massive castle that looked like it was straight out of a storybook. It was shiny white bricked, with a glittery look to it. The turrets were all coloured a light icy blue as the group took in the awesome sight.

"This used to be the school? What an upgrade." Wolverine looked at the castle. "Ouroboros went fancy here."

"Way fancy." Iceman added.

"Come on, let's get down there!" Jubilee called as the group headed down the other side of the hill. In her excitement and worry, she lost her footing and collided with Monet, both tumbling down into some bushes that were close to the castle's entrance.

"Hang in there." Wolverine called as he headed towards the girls, only to bump into something invisible. "What."

"A forcefield!?" Iceman asked as he placed his hand on the wall Wolverine hit, Wolvie, Beast, Gambit and Penance doing the same. It lit up with a sparkly silver glow.

"Looks like something isn't letting us go after the girls." Gambit stated. "But how did it let them through when we can't?"

"I don't know." Beast said, before noticing that Penance was staring behind the group.

"What is it, Penance?" Wolverine asked before the four Mutants turned and saw Punisher loading his weapons at the top of the hill.

"Greetings, Logan, Henry, Remy, Bobby." Frank said as he looked down at the group menacingly. "I got a tip off that you were going to interrupt our third group's plans."

"We were just checking the place out, no need to pump us with lead." Bobby responded, putting his hands up.

"Well, you're interrupting their plans all the same." Frank replied before he opened fire. The five Mutants immediately hightailed it away, avoiding the bullets being sprayed on them.

"This is a development. Let's just hope the girls will be okay." Beast said as they continued running.

* * *

In the bushes, Jubilee rose. She brushed some leaves off of her and saw Monet was curled up on the ground.

"Hey, get up!" She poked her with her foot. Monet got up carefully.

"We landed right outside of this place." She peeked out of the bushes. To her surprise, the entrance seemed to be unguarded.

"For a shadow throwing weirdo, he sure does have bad security at his places!" Jubilee giggled slightly as she joined Monet to look out of the bushes.

"Passing through that forcefield might have done something to us." Monet suddenly spoke. "I feel a lot weaker."

"Now that you bring it up, me too. It's like our powers are being magically suppressed or something." Jubilee replied. "Let's investigate!"

The two snuck out of the bushes and crept towards the castle's entrance. Still not seeing any protection, they kept laying low as they went into the castle...

"It feels pretty dead." Monet said as the two breathed in relief as they got inside successfully.

"You can say that again." Jubilee responded as she examined her surroundings. The lobby of the castle was airy and light, with a colour scheme of white, grey, ice blue and black. The walls were patterned with a diamond pattern that incorporated the windows, and there were a few potted ivy plants here and there, two either side of a large door at the back. Strangely, there still didn't seem to be anyone around.

"Did we just step into a fairytale?" Monet asked as the two walked deeper into the lobby.

"I'd think so, but what I want to know is where our friends are!" Jubilee said, getting rather upset. The Mutants soon reached the door at the back.

"I think we should knock first." Monet said. Jubilee nodded as the two knocked the door.

"Come in." A chilling, yet strangely familiar voice boomed as the doors opened. The two ran inside, and the doors closed behind them.

* * *

Gambit stopped to catch his breath. The other Mutants who went with the girls to the school had outrun Frank, hopefully so he didn't interrupt them again.

"Well, at least that crisis is done with." Wolverine said. "But how are we going to get back to the others?"

"I'll try and contact Captain America." Henry said. Suddenly, he felt a telepathic presence in his mind.

 _Hello._ The familiar voice of Charles Xavier spoke in the heads of the four X-Men. _Don't worry, Captain America is on his way with Human Torch and Dr. Strange to pick you up._

Beast smiled. "Charlie has it covered."

"Yeah." The others nodded.

* * *

Monet and Jubilee walked carefully down the long room they had entered. The walls had stained glass windows representing various landscapes, like a desert, pond, forest, mountain and town. The brick walls were an icy blue and the floor had a white and gold carpet.

"Well, I can certainly give this place credit for being fancy." Monet stated as the two looked around in awe.

"Yeah." Jubilee nodded in response as the two soon found themselves facing a throne on a raised platform. The throne was gold and blue with a bit of black dotted here and there and a shadowed figure sitting in it.

"Greetings, children." The figure, unmistakably female, spoke. "I knew it was only a matter of time before you came along to my castle."

"Wait, that voice..." Jubilee thought for a moment.

' _No, it can't be, surely not..._ ' She looked up at the figure.

"You don't recognise me?" The figure asked. She stepped out into the light.

"Maybe you do now."

"MS. FROST?!" Both girls exclaimed loudly at the same time.

Emma Frost giggled and sat back down, the back of the room now fully lit with sunlight pouring in through the stained glass window that was above the throne. "I knew you'd come back to me sooner or later."

"You feeling alright?" Jubilee asked. "This isn't how you usually act."

"After Master helped me back here, I've taken on the responsibility of running this castle and the surrounding kingdom. I'm the Queen, after all." Emma explained, lying back in her throne.

"Of course, the White Queen!" Monet said. "But, where are our teammates?"

"Oh, them..." Emma laughed. "I've made a few adjustments to them and several other teenagers I've found around these parts to make them more suited for my purposes."

"Okay, so show us them." Jubilee demanded.

"If you say so." Emma replied. "You can come out now, children."

Behind Jubilee and Monet, the throne room filled up with people. Most of them would have looked fairly normal if it weren't for the costumes of characters from all sorts of stories and folktales.

"Before I introduce you to my subjects, have you looked at my most prized stained glass window yet?" Emma turned around to look up at it, Jubilee and Monet glancing up. It depicted the White Queen seemingly controlling various teenagers using what looked like puppet strings.

"Oh that's just cruel." Jubilee spoke in a serious tone.

"It isn't cruelty. It's letting them be happy." Emma replied calmly, facing the two again. "If you're that skeptical, look behind you."

"Don't tell me you..." Monet was interrupted by Jubilee tapping her on the shoulder to turn her around.

Right behind the two Mutants were their dead teammates, alive. They stood in a line and wore new outfits, some a mixture of modern and classic style fashion, each seeming to embody a certain fairytale. One was even a scarecrow!

"No...Paige...Jono...Angelo...Mondo...Everett...what did she do to you?" Jubilee asked, getting no response.

"They won't respond if you call them by those names. They go by Goldilocks, Jack, Rumpelstiltskin, Mondo The Magician and the Scarecrow now." Emma smiled.

The two turned around. "What did you do to them you witch!" Jubilee yelled.

"It was simple, really. Master brought them back for me, and all I needed to do was bend them to my will. So one by one I brought them into my magic mirror and convinced them that they weren't Mutant teenagers, but characters in the stories I love so dearly. Everyone else in the room was brought to my side by them." Emma explained.

"You still aren't going to get away with this. The other heroes will find you and will free our friends and everyone else you kidnapped." Monet balled her fist.

"Oh, I will. Not if my subjects have anything to say about it." Emma replied, as the crowd behind them cheered.

"All hail Queen Emma Frost! All hail Queen Emma Frost!" They chanted. Jubilee and Monet held each other as they looked around at their friends and everyone else praising this maniac'ed version of their mentor.

"And here I thought that Ouroboros creep was bad enough." Monet said as Jubilee looked around.

"There has to be an escape!" She told her friend, as Emma stood up.

"GUARDS! Take them to the dungeon. There they'll stay until I have enough magic charged up to make them mine." The White Queen said, as the chanting soon became cheering and two knights walked up to Monet and Jubilee, grabbing them tightly.

"Let us go!" Jubilee wiggled, as Emma stepped down from her platform to accompany the knights to the dungeon.

"This way." She said, opening a door for the knights to carry the girls into. Before following them, Emma looked at the crowd, who had fallen silent.

"Keep an eye out for any elder Mutants who might try to get in here and somehow make it past the barrier." She told them, before closing the door behind her.

* * *

Cap frowned as Beast and Wolverine relayed to him all the information they had regarding the castle.

"When the girls tumbled into the bushes, a strange forcefield prevented us from following, even Penance." Beast explained to him.

"And Punisher just thought randomly shootin' at us was a good idea, too." Wolverine sniggered.

Steve listened to this information and shook his head. "Things are just getting worse. Oh, you might want to have a look at this." He handed over a copy of the prophecy. Beast read it quickly.

"That's just brilliant." Henry looked at Cap with a serious face as they entered the portal Strange had opened back to Four Freedoms.

"We must put up a good fight, before Ouroboros destroys the world." Cap replied, trying to stay optimistic.

* * *

The knights threw Monet and Jubilee into a small yellow jail cell with two beds and a table in the middle. As the door was locked, Emma glanced at them through the bars.

"Don't think the X-Men will let you succeed." Monet shook her head.

"Just you wait and see." Emma replied before she and the knights left the area. Monet sighed and flopped onto the ground.

"This is horrible. We've been locked up by Emma who's acting like a total madman, and our friends think they're characters from storybooks." She said, as Jubilee bent down to her level and touched her on the shoulder.

"Don't worry, we'll make it out okay. Everyone will. If we could defeat the Aliens, we can defeat Ouroboros and get our friends back." She said, trying to lift her friend's spirits.

"Yeah, hopefully." Monet gave a slight smile at Jubilee, as both looked out of their door at the dungeon corridor, hope coursing through them.

* * *

" _ **United we stand, divided we fall." - Aesop**_


	8. Method to My Madness

**Chapter 8: Act II: Method to My Madness**

" _ **Method To My Madness: Strange or crazy actions that appear meaningless but in the end are done for a good reason." - Idiom**_

* * *

"The castle was real!?" Sabertooth asked in confusion. "I thought it was just a hoax some sneaky heroes had set up."

"We not only saw it, we lost the girls to it." Gambit bowed his head. "They passed through some kind of magical barrier and then Punisher arrived to shoot at us."

"That must've been rough for you." Spidey commented. "My run in with Frank was what kicked off this whole mess."

"And now we've got some lost Mutants to worry about." Bruce sighed.

"I am sure we'll make it out fine." Thor said with confidence, patting Bruce on the shoulder. "We shall find our comrades!"

"That's the spirit." Cap looked at Thor with a smile. "Okay everyone, what we need to do now is stay alert. We never know when the next strike could happen."

The crowd of heroes cheered in response with promises that they'll be careful.

' _This is what Tony would want me to do._ ' Cap thought. ' _I hope wherever he is he is not evil and is listening to me leading them like he used to. And I'm sure he's proud._ '

* * *

"I think it's time I had a little meeting to see how everyone's holding up, and what I can do to improve them or help them improve themselves." Ouroboros said, as he sat on his throne in thought.

 _Attention all major servants, come to my base of operations at once. We've got some things to discuss._ He said telepathically _,_ before glancing over at the tombstone.

Like before, three of the symbols were lit, with the remaining seven, his own symbol and the writing at the top being unlit. Ouroboros knew the rewards that would come from lighting up all of them, but he needed to take his time in case he was attacked on all fronts.

Soon enough, Punisher and Forge came through one portal, Black Cat through another.

"Master, what is this meeting supposed to be about?" Forge asked.

"You'll see once the other one gets here." Ouro replied, just as a large mirror appeared by the right of the throne and Emma walked through it confidently.

"This place is rather dark for my liking." She commented, Ouro being ever so slightly insulted by that.

"Now that we are all here, I would like to ask how you all are." Ouro said, getting responses from all four.

"I'm fine."

"Doing well!"

"I'm a little annoyed by the Spider, but other than that I'm good."

"I just recently locked up two annoyances. I'm feeling better than ever."

"Two annoyances? Can you elaborate on that?" Forge asked.

"Oh, just some Mutants trying to get their teammates back from my control, that's all." Emma stretched.

"Okay, now that we've got that out of the way, the first thing I want to discuss is our battle plan. Right now it seems to be "attack the heroes on our own terms and then whenever is convenient come together". That isn't a bad plan, but I think it could do with some tweaks." Ouro explained to the four.

"Like what? Have us all work together? I think we're better on our own terms for now. Especially Emma, I don't want to get in her way." Forge protested.

"You definitely don't want to mess with me." Emma shot a glare at him, with a small smile.

"I agree it's better if we act as allied factions." Black Cat spoke up. Punisher nodded in agreement.

"Very well. Our next item on the agenda is how to keep the heroes from finding out certain secrets about us until appropriate. You did a good job of that, Emma." Ouro said to the White Queen.

"My pleasure." She replied.

"Give me some credit! I scared those girls' friends off!" Punisher shouted.

"Thanks for that." Emma said sarcastically and slumped back against the wall.

"I think the best way to stop them from finding out secrets is to fend them off. That way we can hold them back as long as possible before you finally get to do it." Black Cat put her two cents in.

Ouroboros nodded. "Good thinking. Next, what are your bases like? You know what mine's like, I find it rather secluded and secret, perfect for plotting away from others."

"We chose a cabin in the woods behind the gravesite where Spider-Man saw us." Forge said. "It's got plenty of space to store our weapons and plan out patrols for when we get more heroes on our side."

"My castle is surrounded by a few fields which I transformed into my own little kingdom. Plenty of my subjects inhabit those areas, and I've got mirrors in a few outposts so I can transport myself there easily without having to create a new mirror." Emma explained. "The castle itself is large and has plenty of space, not to mention my main mirror's pocket dimension where I took my students to turn them into characters."

"What's the deal with that sparkly barrier you've got around your place?" Black Cat asked.

"Just to keep people who aren't my subjects out." Emma replied. "Jubilee and Monet got through it because I was expecting them to show up."

"Understandable." Black Cat said. "As for my own base, I've chosen an abandoned nightclub with a weird A.I.M originated device in it. It's a generator that runs on jewellery and gold which powers the computers and stuff in it."

"That's just perfect for a thief." Forge said as he looked at Black Cat. "I wonder if it was placed there on purpose."

"Doubt it." Punisher grimaced.

"Just a thought." Forge shrugged.

"This brings up something else." Ouroboros turned to Black Cat. "Do you think we could make connections with supervillains to help us?"

"Depends. I'm not sure if there are many left after that nasty attack a year ago." Felicia shook her head slightly.

"Fair enough." Ouroboros said. "Finally, does anyone want a new member?"

"Give us time to think." Forge said.

"I have enough of them for now, though there's a certain Irishman I swear might still be alive somewhere who needs to be taken care of by me personally..." Emma grinned deviously as she thought about Sean Cassidy.

"I want one!" Black Cat raised her hand.

"Very well." Ouroboros stated as he went over to her and got out his mirror to hand to Black Cat for her to look through. "You three can leave if you want." He said to the others. Forge gave a thumbs up as he and Punisher disappeared through a portal, while Emma walked into her mirror which vanished soon after she did.

' _Things are going very well so far. I love it._ ' Ouro thought and smiled. A few minutes passed as he idly walked around the cave while Black Cat looked through his Mirror of Necromancy trying to find a new Thief of Ouroboros.

"I've found one I want!" Black Cat held up the mirror. Ouroboros came over and read the bio of her choice after taking the mirror from her.

"Excellent. She'll make a great thief." Ouro chanted a few strange words that Black Cat couldn't quite make out, and the mirror glowed.

"All done. She'll be waiting for you back at your base." Ouro told Black Cat, who nodded and left via portal. He sat down on his throne.

"The heroes have no chance at this rate." He laughed.

* * *

Punisher and Forge arrived back in their hunting cabin. Sitting down to clean his weapons, Frank looked up to see his fellow Hunter looking out the window.

"What's the matter?" He asked.

"Nothin'. Just checking to see if any hero has spotted our place yet." Forge turned and smiled. "Webhead might bring his little friends back here and that's when we really need to step up our game."

"If you want I could find out where the best spots for surveying heroes are and when we get more people we could post them there." Punisher said.

"Best to wait until we've got more people." Forge sat down. "I had a feeling this would be a team effort. We might want to ask Master to make this place larger."

Both had a good chuckle about this joke. Indeed, this hunt would need a larger scale to pull off successfully.

* * *

Emma walked out of the temp mirror into her bedroom. Turning to her main mirror which was on the right wall with a black, purple and white frame, she smiled at it.

"How did things go when I was away?" She asked.

-Peacefully as always.- The mirror spoke. -Jubilee and M are still locked up safely, everyone is going about their normal tasks. What was the meeting like?-

"Nothing special. But I did remember someone who I'm pretty sure died in the Alien attack. He might still be around... not sure why." Emma looked around with a little bit of worry.

-Would you like to check?- The mirror asked.

"Of course." Emma responded as the mirror cleared its display. "Mirror, Mirror, on the wall, which Mutant was thought to fall?"

The image displayed in the mirror was exactly who she was thinking of.

"I knew it!" Emma made a 'Yes!' movement with her fist. "I knew that Banshee would still be around somewhere! Last time I checked I couldn't find him."

-What are you going to do about him?- The mirror asked.

"When I've got some more magic, I'll arrange to get him here. Then I will show him why defying Ouroboros is a bad idea." Emma let out an evil laugh.

* * *

Black Cat arrived back at her new base, the Sapphire Crush Club, to find the large cylinder like machine she found was churning away, converting the newest finds into energy for the base. Smiling, she looked around for her new member.

"Hello?" She asked, tilting her head in confusion.

"Coming!" Came the voice of her new comrade as another female passed through a wall into the room. "You must be Black Cat!"

"Yes, or Felicia Hardy if you'd prefer." Felicia nodded. "Who are you?"

"Shadowcat, or Kitty Pryde." The new thief revealed her identity. "Thanks for choosing me!"

"No problem." Felicia smiled. "I take it you're a Mutant who can walk through walls. You should be great."

"I hope to be!" Kitty giggled. "What do we do next?"

Felicia brought out a map where she had drawn a few x's. "Come here and help me decide where to rob next."

Kitty nodded and went to sit with Felicia. Both looked the map over before Kitty pointed at a X.

"I know that place! They've got lots of shiny things there!" She said with a laugh.

"You know where that is, right?" Felicia looked at Kitty in worry. "That's Four Freedoms! The heroes are all there! We can't go there unless we want to die."

Kitty pouted. "Aw, you're no fun. How about this one?" She pointed to another X near the edge of the map.

"Purrfect." Felicia grinned.


	9. Down the Rabbit Hole

**Chapter 9: Act II: Down the Rabbit Hole**

In his laboratory, Reed sat examining the symbols Cap had drawn and the prophecy Strange had given him. He knew there was some sort of connection, and he believed he knew what that was, but it was just confusing him, especially with how off the wall some of the symbols were.

"How are you doing?" Strange asked as he walked in, Cap not too far behind.

"Still trying to match up the symbols." Reed responded. "To recap, the qualities are precision, trickery, nobility, strength, love, poison, adaptation and other. Other isn't even a quality!"

"This seems to be trickier than we thought. Mind if we help you?" Cap asked. Reed nodded, and both Supers grabbed chairs to sit by him.

"Okay, so let's start with the obvious one." Reed began, writing love under the broken heart symbol.

"Ouroboros couldn't be more blatant with that one if he tried." Cap chuckled. "I wonder what it means, though. Something tells me it's about dead hero loved ones..."

"That's not a bad shout." Reed said. "But what about the others?"

"Hmmmmm..." Strange put a hand on his chin as he looked over the symbols. "I believe the storybook castle might stand for nobility, seeing as rulers in castles usually are noble."

"Good thinking Doc." Reed said as he wrote nobility under the castle. "This has something to do with the former institute, no bones about it."

"I still wonder what happens in there..." Cap sighed and shook his head. "Moving on, radioactive symbol must be poison. Radioactive materials tend to be poisonous to humans."

"The fist is strength. Punching is one of the ways people show how strong they are." Strange reasoned. Reed wrote poison and strength under the radioactive symbol and the fist respectively before glancing at the crosshair.

"Precision is one of the main skills required to fire weapons, so it must be connected to the crosshair." He wrote precision under the crosshair.

"Do you think that's the subgroup Punisher and Forge are connected to?" Cap asked.

"Might be, actually!" Reed said. "Right, three left, what do you reckon?"

"Ouroboros has proved he understands us and can adapt our dead comrades to his needs, so perhaps adaption is connected to the X-Men symbol." Strange reasoned. Reed wrote adaption under the broken X.

"The mask and gem reminds me of thievery, and one of the qualities employed in that type of crime is trickery..." Cap deduced, Reed writing it under its respective symbol.

"And that just leaves the weird scribbles and other." Reed finished, writing other under the odd lines.

"Now we know which symbols belong to which qualities, we have to figure out who these groups are and what they do. Punisher and Forge must be part of the group symbolised by the crosshair and Black Cat must be in the thieves group, but we'll need more information." He explained.

"We've got time to figure that out." Cap said. "Ouroboros seems to be hiding. That might mean he's building his forces."

Strange and Reed nodded, just as Iceman skated into the lab.

"Guys, Nightcrawler's missing." He said.

"What? How did he go missing?" Reed asked in concern. Bobby shrugged.

"Kurt said he was going to have a look near that castle to see if he could find anything that could tip us off on how to get in there." He continued. "Wolverine decided to send Gambit off to find him."

"Does he need any help?" Reed asked.

"Wolvie said to see how things go before we send backup." Bobby responded. "I'm sure he'll be fine... hopefully."

* * *

In a small dark alleyway lit by a single UV light, a van pulled in. The man in the passenger's seat got out and opened the back of the van, as two other men came out of a back door and helped him unload a bunch of boxes.

Suddenly, from seemingly out of nowhere, two hands came out of a wall and pinned the thug to it, as a woman in a black cat outfit with white hair jumped out and kicked his lights out. As the other two thugs and the van driver looked at her in horror, she pounded at them and a fist fight broke out.

While the cat lady was being attacked from all sides by fists and defending herself with some fists of her own, the body the hands belonged to, another female, passed through the wall and started placing the boxes into a portal she created.

Soon enough, the other three men had been knocked out, and Black Cat and Shadowcat high fived.

"That was easy!" Shadowcat giggled as she helped Black Cat move the remaining boxes into the portal back to their base.

"Indeed." Black Cat replied. "Where to next?"

"There's this old jewellery warehouse out in the country, I'm sure they'll have tons of stuff for us to take there!" Kitty recommended.

"That sounds excellent." Felicia said. "Show me on the map."

Kitty nodded and got the map out, pointing to the unmarked spot where she knew the warehouse was. Both girls smiled and prepared to head over there for more stealing.

* * *

"Où est-il!?" Gambit exclaimed as he explored the perimeter of the magical barrier protecting the castle. What was strange was the fields around the castle seemed untouched by the barrier.

Right now he was investigating a particularly woody area while keeping an eye out for Kurt or anything suspicious. Little did he know, a certain queen had her eye on him...

"Anyone there?" Gambit called, as he looked around from side to side, soon spotting something up ahead. It appeared to be a cottage that had a thatched roof, and a chimney that was puffing out small smoke clouds.

Walking up to it while still being alert, Remy knocked on the door.

"Anyone home?" He asked, before the door opened and he saw a familiar blonde that didn't help run Xavier's, with her hair in pigtails and a blue plaid dress.

"Bonjour, Paige..." Gambit let out a nervous chuckle. "Have you seen a blue man with a red unitard on?"

"Paige? I haven't heard of her, I'm Goldilocks. I think I saw a man matching your description pass by here a little while ago, was headed for the giant oak tree." Paige replied.

"Okay, thank you... are you sure you're Goldilocks? I thought you were Husk..." Gambit asked before he turned to leave.

"I always have been Goldilocks." Paige said as she waved him off, before shutting the door and running to a small mirror on a table. "My Queen, this weird man with a long pole showed up at my door and asked for a blue guy!"

"That's Gambit, Goldilocks. He was asking about Nightcrawler, who is at the Tea Party." Emma's image appeared in the mirror. "They're both nasty elder Mutants and the Mad Hatter and his guests will take care of them. Remember, there's no such thing as Paige or Husk."

Paige nodded. "What now?"

"Just be alert, and don't forget to eat your porridge before it becomes too cold." Emma reminded as the mirror communication shut off.

' _She's right, I'm not that silly Paige woman!_ ' Paige thought with a smile before she went to get her porridge.


	10. Heart of The Cards

**Chapter 10: Act II: Heart of The Cards**

In the middle of nowhere, a large warehouse stood. It wasn't guarded that well, with wire fences that had long since rusted down and opened up so tresspassers could come in easily.

"There it is!" Shadowcat pointed up ahead. "I hope there's still things in there."

"Yeah, let's hope." Black Cat agreed as the two slipped through a fence and headed towards the warehouse. Once they got inside, Black Cat brought out a torch. She shined it around the darkish area to see plenty of boxes that looked like they had rotted away due to the elements.

"They still have stuff to steal?" Shadowcat asked in confusion.

"Apparently." Black Cat walked over to one of the disintegrating cardboard boxes and ripped the weak walls of it open. She found a small mound of rusty gold chains.

"This stuff doesn't look like it'd be good to take." Felicia shook her head as she walked over to Kitty. "I don't know if this will work in our machine or not. Do you know anywhere else?"

Kitty poked her head outside of the warehouse. "Maybe we could try looking near that castle!"

"That's Emma Frost's place, Kitty." Felicia walked over to join her as they saw the castle was in the valley the warehouse was overlooking. "I doubt she'd be pleased if we took any of her things."

"We could always see if there's a shortcut to another place..." reasoned Kitty. Felicia thought this over.

"You know what, let's try that. Let's go find a shortcut." She smiled, before summoning a portal to the base of the cliff and walking into it followed by Kitty.

* * *

' _Let's see, giant oak tree, giant oak tree..._ ' Gambit thought as he looked around the woods. ' _Aha! There it is._ '

In the middle of a sunny area was a massive tree with branches that curled into the area around it, and looked as if it went up and up for quite a while. There was a mushroom dotted here and there on the branches, and stone paths wrapped around it, the one he was standing on leading into the tree's base.

' _Now to get Kurt. But the fact Husk said that wasn't her name makes me worried..._ ' Remy continued to think as he walked down this path. ' _I really hope Jubilee and Monet aren't like that._ '

As Remy walked deeper, he could hear voices chatting happily as a sweet sent wafted through the tunnel. It wasn't the weirdest part, for when he emerged into the base of the tree, he saw a large table with a number of people crowded around it. Someone dressed as the Mad Hatter, some weird Cheshire Cat statue made of what looked like blocks that seemed to actually talk, some random girls and boys and most disturbingly Mondo and Angelo aka Skin, two Gen X members who died in the Alien Attack with Paige. The former wore a black and silver tuxedo, while the latter wore a patch covered blue jacket and grey shorts.

"Oh, what a nice party!" Angelo sighed and kicked back. "It was a pleasure to be invited here." He said to the Hatter, who laughed.

"My pleasure!" Was the response.

' _First Paige not remembering me, now Mondo and Skin at a tea party... stranger and stranger, why don't you._ ' Remy thought as he carefully hid behind a bit of tree, watching the party.

As the party went on, looking at the table Gambit soon spotted a glass bottle that, the closer he looked, seemed to contain a familiar face banging on the glass trying to get his attention.

' _En aucune façon! Kurt!?_ ' He thought, taking a closer look. Indeed, it was Nightcrawler who was trapped in the bottle! He gestured Remy to look at the left wall. There were two tables. One had a pile of small pink cupcakes, and the other had a pile of large green ones.

' _What does he mean?_ ' Remy went over to the tables carefully. Thankfully, none of the people at the table saw him. He looked at Nightcrawler again, who pointed to the pink cupcakes. Cautiously, Gambit ate one of the pink cakes. At first, nothing seemed to happen, until all of a sudden he saw that his world was getting bigger.

Keeping his eye trained on Nightcrawler, Remy soon found himself with the floor not too far away from his eyes, and the table appeared to be huge. Kurt soon gestured his shrunken Mutant friend to come closer, and he did, dashing across the floor and to the nearest tableleg.

Climbing it was an odd experience. Being a Mutant was already weird enough, but being a tiny one was even weirder. His body felt like it had been compressed like a bag. Remy quietly thanked himself for his agility as he reached the top of the table and, following Nightcrawler's instructions, picked up the bottle, which was surprisingly light.

Wondering how he was to get down, Gambit saw some of the bench on the table's left was exposed. He jumped down and down again, still gripping onto Kurt's bottle. His friend pointed him out of the mushroom canopied tree room, and he ran in that direction.

Remy followed the silent directions of Kurt as he climbed up one of the massive tree roots, and got onto a ledge after bouncing on a mushroom and landing safely. With how small they were, the ground looked as if it was miles away. Gambit then got the bottlecap down to his level and unscrewed it, letting Nightcrawler free.

"Danke, Remy." Kurt greeted as he climbed free from his prison. "After they caught me it felt like I was waiting for hours."

Remy chuckled. "Be glad I volunteered to find you. Anything you know from being a captive?"

"Well, when I first got here there wasn't anyone around except for that Mad Hatter fellow and his cat friend. They asked me to find the people they had invited to the party, so I went ahead and helped them. They weren't that hard to find, except for Mondo who was hidden behind a bunch of blatantly obvious bushes I must've taken five minutes to find. Speaking of him, he and Angelo kept telling me that they were Mondo The Magician and Rumpelstiltskin for some reason, and kept referring to this Queen Frost." Nightcrawler explained.

"I had an encounter like that too, only it was with Paige. She told me she was Goldilocks." Remy said. "Carry on."

"After I was finished inviting everyone, I went back in there and the Hatter congratulated me and told me that the Queen told him to catch me. I had no idea what that meant until Angelo tried to capture me. I ate one of those cupcakes thinking it would help me slip out unnoticed, but one of those other kids opened that bottle and I was trapped." Kurt finished. "All the while, I couldn't teleport. It felt like something was holding back my Mutant abilities."

"I haven't tried my cards yet." Gambit spoke. "Not like they'd help me when I'm at this size."

"We should get back to the others, tell them what we know." Kurt stated. Remy nodded, just as they heard someone shouting from below.

"Hello? Tiny elder Mutants?" Mondo shouted up at the branches, trying to find them.

"They're probably in a hole somewhere." Angelo responded, as he climbed up. "Stay here in case they come down, amigo."

Mondo nodded as his friend ascended the giant tree.

"Looks like Angelo is coming for us!" Remy shouted as the two Mutants boinged on a mushroom which took them to a further platform, occasionally looking behind them to see if their pursuer was close.

"What abilities does Skin have again?" Kurt asked the French cardslinger as the two bounced up another level.

"He can stretch his body, I believe." Gambit responded, Kurt's face becoming one of fear as he realised something was coming towards them from behind.

"JUMP!" He screamed, Angelo attempting to ensnare the pair as they flew up onto a mushroom which bounced them up yet again.

"Our leader Frost won't be at all happy!" Skin warned as the two tiny Mutants soon saw an entrance on their right.

"Come on!" Gestured Kurt as he and Remy ran into the tree again, Angelo stretching out to try and grab them once more.

* * *

"This place is boring!" Whined Kitty as she and Felicia walked through the trees. "All it is is trees!"

"And dirt, by extension." Felicia added. "I bet that castle is just a trick by Emma to delude us into thinking her base is here."

"Nah, I don't think Master or any of his other minions would lie to us." Kitty said. "After all, when he asked you if you wanted me he wasn't lying."

"True." Felicia responded, as the two thieves continued to walk until they stopped, hearing shouting. Looking up they saw the giant tree, and it appeared the yelling was coming from inside it.

"Looks like there's something going on in there." Felicia said. "Let's go see what the fuss is about."

The two ran towards the tree, the shouting getting louder and louder as they approached it.

* * *

"Which way!?" Kurt said as the two ran back into the main cavern of the tree after a dead end.

"Out here!" Remy pointed and the two rushed out onto another ledge, finding a mushroom there. They used it to get up, and then found themselves in what Kurt assumed was the highest they could go.

"There's a ramp up there." The German teleporting Mutant said, as he pointed to it and started running over followed by Remy. All the while Angelo wasn't far behind, trying to reach out and grab the pair any chance he got.

"Come back!" He called, before Remy decided to take a chance and lob one of his now tiny cards at him. As expected, it didn't hurt him, thought it did hit him in the forehead and distract him long enough for the two to make it all the way up the ramp.

"Let's hide behind that!" Kurt pointed to a small mushroom on a raised portion of the platform. Remy agreed, and the two sat down behind it to catch their breath.

"Come out, come out, wherever you are!" Angelo ran onto the ledge and looked all around for the Mutants, just as Mondo came up to him, panting hard.

"Finding you took more out of me than I thought it would, with how fast those two are." He said to his friend. Angelo put a hand on his shoulder.

"No worries. Professora will destroy them when she's done with her guest that's coming tomorrow morning." Skin replied, both watching the sunset for a brief moment.

"It's getting late. Let's go." Mondo said, as both walked away.

Remy let out a sigh of relief. "That was the most intense chase I've been in in a while."

"I get you." Kurt replied. "Now we have to find a way to become big again."

Once they were sure Mondo and Angelo had left the tree, the two started making their way down to the ground. It didn't take that long as they soon arrived back in the room where the Tea Party was held. It was empty now, and as the Mutants looked around, Nightcrawler pointed at the green cupcakes.

"I'm pretty sure those will make us normal." He said. Gambit agreed, and the two took a cake each. Sure enough, both were normal.

"That was weird." Both said to each other, before Felicia and Kitty ran in.

"We missed a party!" Kitty complained.

"It would've been a stupid one anyway." Felicia replied, before seeing Nightcrawler and Gambit standing by the cakes.

"Oh no..." Remy spoke as Kitty waved at him.

"Oh, hi Remy!" She giggled. "Wondering where I went? Here I am!"

"You... Spider-Man told us about you." Kurt looked at Felicia.

"Yes. We were just looking for a shortcut to get out of here." She replied. "We went to this place Kitty suggested but it was horrible, so we came here. Right next door."

"Don't think you're going to overpower us." Remy shook his head and raised his staff.

Felicia swung a fist at him and he blocked it, leading to a short fight. Nightcrawler rolled away from Kitty as she swiped at Gambit, who ducked the attack as Felicia turned her attentions to Kurt and dropkicked him.

"We should get back to the others!" Nightcrawler shouted, the two Mutants rushing away from the thieves. Once they were out of sight, Felicia sighed and opened a portal.

"Let's just go home." She said. Kitty yawned in agreement, and the two entered the portal.

* * *

Emma sat on the edge of her bed before her mirror, not knowing how to feel about what just happened. While she did figure out the thieves were here for shortcuts, she couldn't forgive that Gambit and Nightcrawler got away with learning a number of things about her kingdom.

None of that really mattered right now, though, in comparison to what she had planned for the morning.

' _Sean, you can't run from me forever._ ' She thought, with a devious grin.

* * *

Arriving back at Four Freedoms after requesting pickup from Strange, watched by Steve, Peter, Reed, Logan, Bobby and Matt who looked rather pale compared to the last time they saw him, Kurt and Remy got looks of both concern for their tired state and curiosity as to what happened.

"So, what went down?" Logan asked.

"Long story. But big news is that not only does it look like the dead Generation X members are back, Emma Frost and Kitty Pryde are too." Remy responded.

"What!?" Bobby started flipping out. "If she's back, and evil, I hate to know what's going to happen!"

"We'll have to stay on our toes." Nightcrawler said to his icy friend.

"We should all go and get some rest. Tomorrow you can tell us and everyone else about what happened over there." Steve said.

Little did he know, the next day would bring new surprises, of the positive kind, negative kind... and deadly kind.


	11. Deadly Fairytale

**Chapter 11: Act II: Deadly Fairytale**

As the morning sun rose upon New York, Peter swung his way to the Bugle for another day of reports.

As he arrived and went to see Jonah, his rival Ben Reily looked on with a jealous look.

' _Parker, always stealing my glory like that..._ ' he shook his head. ' _We may look like twins, but I still plan to get Spider-Man's identity out there..._ '

Peter rushed into Jonah's office. "What's the matter sir?"

"PARKER!" Jonah slammed a set of newspaper articles onto the desk. "While you were gone, a series of burglaries on jewellery stores occurred again! Go and get me a story that's a lot more interesting than another robbery."

"Um... yes, sir..." Peter said as he walked out of Jonah's office.

' _Gee, at this rate the whole US treasury will be gone!_ ' He thought. ' _Felicia really did get an upgrade from that creeper._ '

It didn't take long for Peter to arrive at Four Freedoms. Once there, he walked in to see everyone had gathered for a meeting.

"You're here just in time." Steve walked up to him. "Gambit and Nightcrawler are about to tell us about what happened near the castle yesterday, then we'll see if anyone else has interesting news."

Peter nodded as the two Mutants stepped onto the stage. He listened carefully as Kurt started off by telling everyone about how he got captured, raising concern from many of the Mutants in the crowd, Logan, Penance, Artie and Leech in particular.

"Emma's back, Gen X are back, but what about Banshee?" A concerned Shard spoke.

"We don't know about him." Remy told her, going on to tell his side of the story, how he saw Paige acting weird as well and then got chased by Angelo with Kurt. By this point many of the Mutants in the room started to tremble, and their worst fears were confirmed when Kurt brought up Shadowcat.

"That Ouromoron must really like his Mutants." Sabertooth muttered.

"Any other developments?" Cap asked the crowd. Peter raised his hand.

"Jonah told me that there's been too many robberies recently, and he wants a new story." He said. "I'm scared with how critical he tends to be I'll lose my job if I don't find something better."

"We will find you something better." Thor put a hand on his shoulder. "I swear by the gods that we will defeat this evil. That will be a better tale."

* * *

Emma prepared herself in front of her mirror for the guest she was bringing to the castle.

' _Today's going to be a bad ending for someone..._ ' she thought as she made sure her dress fit nicely, and that she was clean. ' _When Master finds out about this, they'll be mine._ '

Once the preparations were finished, Emma stood in front of the mirror.

"Mirror, Mirror, devoid of fear, bring that runaway Mutant here." She chanted, the mirror swirling through different colours before the display turned green, indicating that the transfer was finished.

"Here we go." Emma walked out of her bedroom and smiled when she saw the unconscious Sean Cassidy slumped against the wall near the end of the white, lavender and icy blue corridor. Strolling over to his body, she kneeled down and put her hands on his shoulders.

 _Wakey Wakey..._ she telepathically said into his head, seeing her partner slowly begin to awaken.

"What happened... the school is safe, right?" He murmured as he woke up, and saw Emma staring directly into his face.

"ACK! Lass, don't scare me like that ever again, 'kay?" Sean jumped slightly, now fully awake.

"Welcome back to the waking world, Banshee." Emma greeted. "How do you feel?"

"F-Fine, I guess." Sean responded. With Emma's icy glare, it was too hard to look away.

"We've got a lot to talk about this fine morning. Let's go talk somewhere more private." Emma helped him up and the two walked down the corridor back to her bedroom. As they did, Sean immediately realised that they weren't in the school. At least, this didn't look like the school.

"Question, what in God's name happened to the Institute?" Sean asked. "It doesn't look like the place I know."

"This isn't the school anymore." Emma giggled childishly. "It's my castle."

Sean looked Emma in the eyes with a 'what?' expression as they entered her bedroom. "Are ye being bloody serious."

"I am." Emma replied as she sat him down on a white bench. "So, tell me, how are you still running around, despite dying not long after I did?" She questioned, grabbing her own bench.

"I don't know. Must've been something involving those weird cosmic beings saving me bacon." Banshee responded.

"Why would Thanos and Adam Warlock be interested in you?" Emma inquired. "Unless you really don't have a clue. Is that the case?"

Sean nodded.

"Well my fellow Mutant, you must be dying to know where the kids are." Emma turned to the mirror. "Mirror, show him my subjects."

The mirror started to show strange footage. As Sean watched it, he was shocked to see some familiar faces, most notably Paige, Jono, Mondo and Everett. They all seemed to be talking and acting weird.

"Why are they acting like that?" He turned to Emma. "For that matter, where are Jubilee and M?"

"First question, it's because they're not my students anymore. Rather, they're my subjects. Second question, they tried to stop me and I locked them up." Emma replied calmly. "I'm their queen after all."

' _Queen? Subjects? Is she crazy?_ ' Sean thought, before speaking.

"Lass, ye feeling alright?"

"I feel fine." Emma looked at him with a calm expression. "How do you like the happiness I've given the kids?"

"What ye have given them is brainwashing." Sean said.

"They suffered, Sean. They should be allowed to be happy." Emma said. "Being dead makes you sad. I was once before I got my life back."

"How did ye do that?" Sean asked, as Emma turned slightly pale.

"A very nice man helped me back here and gave me all the power I could imagine. I convinced the kids to join me by taking advantage of their flaws and personalities." She said, struggling to explain it without giving away information he could escape with. Not that he was going to get away with it, anyway.

"Um, okay?" Sean looked at Emma. "Ye are saying that lobotomising and brainwashing your own students will make them feel happier!? How'd they even come back from the dead anyway!?"

"The same man who returned me to life did the same to them, and he wasn't interested in some kids with weird powers, so I took them in and gave them roles to play in my new kingdom. They in turn went and got others like them, both Mutant and Non-Mutant, to join them in their paradise." Emma explained. "I was just being nice to them."

"How's that being nice!?" Sean exclaimed.

"I'm just a very kind queen." Emma giggled. "In fact, I'm so nice, I even got you a treat!"

She pulled a red apple out and handed it to Sean.

"An apple?" He asked in confusion.

"Yes, an apple." Emma responded. "It's nice, you should try it."

"I've had apples before to know what they taste like, Lass." Sean replied, taking a bite out of the apple.

' _Here we go..._ ' Emma thought devilishly, as Sean looked at her, not realising the colour was slowly starting to drain from his face.

"What do ye plan to do about the heroes who are still alive?" He asked, feeling a small pain in his chest which would soon become excruciating.

"I won't let them ruin my kingdom. I'll crush them if I have to, they aren't taking away my subjects from their paradise." Emma replied, watching as Sean toppled over and landed on the floor, the poison apple now in full effect. "And it looks like someone's got a bad ending."

"Ye... won't... get away... with... any... of this... Emma." Sean spluttered before succumbing to the poison and laying still on the floor.

Emma laughed maniacally as she flipped Banshee's body over and ran a hand through his hair.

"You're such a sweet man, Cassidy. When Ouroboros is done with you, I'll make you an even sweeter man.' Emma whispered to the lifeless body of her partner, smiling at him.

* * *

"So... BORED!" Jubilee whined as she kicked back, looking at the half eaten plain cupcake on the small table, and the cup of water next to it. Monet hadn't touched hers yet, and was curled up in a ball on her bed, occasionally looking up at Jubilee.

"Do you think that Logan, Bobby, Hank, Remy, Penance and everymutant else out there are doing better than we are?" She asked in a low and sad voice.

"I hope so." Jubilee replied. "I just wanna be saved."

"Me too." Monet curled up again. Jubilee looked at her.

' _She's pretty cute like that._ ' She thought. ' _All my friends are cute in their own way, and I like that. Just another nice bit of my life to think about._ '

Jubilee got up and went to sit next to Monet, stroking the curled up Mutant. Suddenly, they heard whimpering.

"Was that you?" The firework producing Mutant asked. Her friend shook her head.

"Wasn't me." Monet replied. "I think it's coming from under your bed."

Jubilee went to look under her bed. When she did, her eyes widened.

"Monet, come, come quickly!" She shouted. "There's a boy under here!"

As Monet rushed over, Jubilee identified who the boy was.

"Cannonball?" She asked in confusion. "What are you doing here?"

"Jubilee, M? What are you doing here?" The human rocket asked back.

"How come we didn't notice him before?' Monet whispered to Jubilee.

"Sam does tend to be very quiet and hidden. That or he just got here.' Jubilee whispered back before turning to the Newcomer.

"We came here to investigate the castle, but ran into the White Queen who revealed she pretty much brainwashed our teammates and then threw us in here." She filled Sam in.

"She b-brainwashed them?" He asked in fear, both girls nodding.

"Lemme guess, you came here because you heard that Paige was here." Monet guessed.

"I don't know why I wound up here, or how I'm alive for that matter." Sam replied. All three exchanged puzzled looks.

"Of course, I think you died in that big attack." Jubilee stated. "In any case, we're stuck now. Our only hope is that the others come to save us and our friends."

Monet helped Sam out from under her bed and the three gazed off out of the cell door, desperate for rescue.

* * *

"'ey, Punisher, I had an idea..." Forge strolled into the main room of the Hunters' cabin.

"What is your idea?" Frank asked in a serious voice.

"You know how we failed to hunt down Spidey?" The Mutant asked as Frank nodded.

"I know a Mutant who is a mercenary. If we get Master to bring him and two other Mutants who would be good for our team back, then organise a hunt for the Spider and his little friends, we'd have a surefire way of making ourselves known!" Forge explained his plan with a smile. "Waddya say?"

"Let's try it." Frank said.

"Alright!" Forge laughed as he opened a portal to Ouroboros' cave and walked inside, Frank following close behind.


End file.
